January 6, Dear Shareholder:

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1 January 6, 2016 Dear Shareholder: The directors and officers of Emmis Communications Corporation join me in extending to you a cordial invitation to attend a special meeting of our shareholders. This meeting will be held on February 17, 2016 at 10:00 a.m., local time, at our headquarters, One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana The special meeting is being called to consider and vote upon proposals to amend the terms of our outstanding 6.25% Series A Non-Cumulative Convertible Preferred Stock, par value $0.01 per share, that are set forth in the second amended and restated articles of incorporation of the company. The proposed amendments are described in detail in the accompanying proxy statement. The formal notice of this special meeting and the proxy statement appear on the following pages. After reading the proxy statement, please ensure that your votes on the business matters of the meeting will be recorded by completing, signing, dating and returning the enclosed proxy card promptly, or accessing the proxy materials and voting via the Internet or telephone in accordance with the notice and access letter you will receive. We hope that you will attend this meeting. Whether or not you attend, we urge you to return your proxy promptly in the postage paid envelope provided. After returning the proxy, you may, of course, vote in person on all matters brought before the meeting. We look forward to seeing you on February 17, Sincerely, Jeffrey H. Smulyan Chief Executive Officer, President and Chairman of the Board The accompanying proxy statement is dated January 6, 2016 and is first being mailed, along with the associated proxy card, to our shareholders on or about January 8, 2016.

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3 EMMIS COMMUNICATIONS CORPORATION INDIANAPOLIS, INDIANA NOTICE OF SPECIAL MEETING OF SHAREHOLDERS The special meeting of the shareholders of Emmis Communications Corporation will be held on February 17, 2016 at 10:00 a.m., local time, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana The holders of our Class A common stock, par value $0.01 per share (the Class A Common Stock ), and Class B common stock, par value $0.01 per share ( Class B Common Stock, and, together with the Class A Common Stock, the Common Stock ), voting together as a single class, and the holders of our 6.25% Series A Non-Cumulative Convertible Preferred Stock, par value $0.01 per share (the Preferred Stock ), voting as a separate class, will be asked to consider and vote on each of the following proposals to amend the terms of the Preferred Stock (the Proposed Amendments ) that are set forth in our second amended and restated articles of incorporation (the Articles of Incorporation ): (i) to add a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock. The implementation of each proposal is conditioned on shareholder approval of the other proposal. In addition, the holders of Common Stock, voting together as a single class, will be asked to consider and vote on any other business that may properly come before the meeting and any adjournments or postponements of the meeting. Each of the proposals to adopt the Proposed Amendments requires: the holders of Common Stock, voting together as a single class, casting more votes in favor than against the Proposed Amendments, assuming a quorum is present, with the shares of Class B Common Stock being entitled to ten votes per share, and the affirmative vote of holders of at least 2/3 of the outstanding Preferred Stock, voting as a separate class. If the Proposed Amendments are approved by the holders of Common Stock and the holders of Preferred Stock as described above, we will file Articles of Amendment to the Articles of Incorporation that will amend and restate Exhibit A to the Articles of Incorporation to give effect to the Proposed Amendments. A copy of Exhibit A to the Articles of Incorporation, which shows the changes that would result from the Proposed Amendments, is attached to this Proxy Statement as Appendix 1, with deletions indicated by strikeouts and additions indicated by underlining. You should read the Proxy Statement and Appendix 1 in their entirety before voting. Both of the proposals to adopt the Proposed Amendments are expected to be approved by the holders of the Common Stock and Preferred Stock based on the terms of the Settlement and Release Agreement, dated as of December 3, 2015 (the Settlement and Release Agreement ), which we entered into with holders of approximately 80% of the outstanding shares of Preferred Stock as of December 1, 2015 (the Preferred Group ), pursuant to which (i) the Preferred Group agreed to vote its shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, and (ii) Mr. Jeffrey H. Smulyan agreed to vote his shares of Common Stock in favor of the proposals to adopt the Proposed Amendments. Our board of directors determined on November 23, 2015 that the Proposed Amendments will have a positive effect on the company s overall capital structure, which will have a beneficial impact on holders of the Common Stock as well as holders of Preferred Stock. In addition, the Proposed Amendments are being proposed as contemplated by the Settlement and Release Agreement. Accordingly, the board of directors recommends that holders of the Common Stock vote FOR each of the Proposed Amendments and that holders of the Preferred Stock vote FOR each of the Proposed Amendments.

4 Only holders of record of Common Stock or Preferred Stock at the close of business on December 10, 2015 are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting. The Proxy Statement and proxy card(s) are enclosed. By order of the board of directors, J. Scott Enright Secretary

5 Indianapolis, Indiana January 6, 2016 We will be using the Securities and Exchange Commission s Notice and Access model ( Notice and Access ), which allows us to deliver proxy materials via the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about January 8, 2016, we will mail to shareholders holding shares in street name a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement online and how to vote via the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. IMPORTANT: Whether or not you plan to attend the special meeting, we urge you to promptly submit your proxy or voting instructions using telephone or Internet, if available to you, or if you received these proxy materials by mail, to complete, sign, date and mail the enclosed form of proxy. Details are outlined in the enclosed proxy card. If you hold Common Stock or Preferred Stock through a broker, dealer, trustee, bank or other nominee, you may be also able to submit your proxy or voting instructions by telephone or by Internet in accordance with the instructions your broker, dealer, trustee, bank or other nominee provides. Returning a signed proxy will not prevent you from attending the meeting and voting in person, if you wish to do so. Please note that if you execute multiple proxies, the last proxy you execute revokes all previous proxies. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders To Be Held on February 17, This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Special Meeting and Proxy Statement are available at If you want to receive a paper or copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before February 5, 2016 to facilitate timely delivery.

6 Table of Contents Page SUMMARY OF THE PROXY SOLICITATIONS... 6 FORWARD-LOOKING STATEMENTS... 9 PROPOSALS 1 AND 2: APPROVAL OF THE PROPOSED AMENDMENTS MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OTHER MATTERS NON-INCORPORATION OF CERTAIN MATTERS EXPENSES OF SOLICITATION SHAREHOLDER PROPOSALS FOR 2016 ANNUAL MEETING HOUSEHOLDING OF PROXY MATERIALS WHERE YOU CAN FIND ADDITIONAL INFORMATION i

7 EMMIS COMMUNICATIONS CORPORATION ONE EMMIS PLAZA 40 MONUMENT CIRCLE INDIANAPOLIS, INDIANA PROXY STATEMENT Unless the context should otherwise require, Emmis Communications Corporation is referred to as we, us, our, our company, the company or Emmis in this Proxy Statement. QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING The summary information provided below in question and answer format is for your convenience only and is merely a brief description of material information contained in this Proxy Statement. You should carefully read this Proxy Statement in its entirety. Questions and Answers that are Applicable to All Emmis Shareholders Q: What is this document, and why am I receiving it? This document is a Proxy Statement with respect to a solicitation of proxies from holders of the Common Stock and the Preferred Stock of the company. If you hold either Common Stock or Preferred Stock, we are asking you to provide proxies with respect to the proposals to make the Proposed Amendments to the terms of the Preferred Stock. Under Indiana law, holders of common stock must be allowed to vote on any proposal to amend a company s articles of incorporation, even if the amendment only affects the rights of preferred shareholders. The requisite votes of holders of both the Common Stock and the Preferred Stock are required in order to adopt the Proposed Amendments. Q: What am I voting on? You are being asked to consider and vote on the approval of the Proposed Amendments (as set forth in Appendix 1 to this accompanying Proxy Statement). Q: What are the Proposed Amendments? The Proposed Amendments would amend the terms of the Preferred Stock that are set forth in the Articles of Incorporation: (i) to add a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock. Q: How many votes are needed for approval of each proposal? Each of the proposals to adopt the Proposed Amendments requires: the holders of Common Stock, voting together as a single class, casting more votes in favor than against the Proposed Amendments, assuming a quorum is present, with the shares of Class B Common Stock being entitled to ten votes per share, and the affirmative votes of holders of at least 2/3 of the outstanding Preferred Stock, voting as a separate class. The implementation of each proposal is conditioned on shareholder approval of the other proposal. 1

8 The company entered into the Settlement and Release Agreement dated as of December 3, 2015 (the Settlement and Release Agreement ) with certain holders of the Preferred Stock (such holders, the Preferred Group ). As of December 1, 2015, the Preferred Group had the right to vote 695,108 outstanding shares of Preferred Stock, representing approximately 80% of the outstanding Preferred Stock. Under the Settlement and Release Agreement, the Preferred Group has agreed to direct the vote of these shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Preferred Stock. As of December 1, 2015, Mr. Jeffrey H. Smulyan, Chairman, Chief Executive Officer and President of the company, directly or indirectly owns shares of Common Stock entitling him to cast approximately 53.2% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Settlement and Release Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposals to approve the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Common Stock. Pursuant to the terms of the Settlement and Release Agreement, the Preferred Group has the right to terminate such Agreement if the Proposed Amendments are not approved, implemented and effective on or before March 31, Q: Has the board of directors made any recommendation with respect to the Proxy Solicitation? Our board of directors has determined that the Proposed Amendments will have a positive effect on the company s overall capital structure, which will have a beneficial impact on holders of the Common Stock as well as holders of Preferred Stock. In addition, the Proposed Amendments are being proposed as contemplated by the Settlement and Release Agreement, as agreed with the Preferred Group. Accordingly, the board of directors is making a recommendation that holders of the Common Stock vote FOR each of the Proposed Amendments and that holders of the Preferred Stock vote FOR each of the Proposed Amendments. Nonetheless, in considering the Proposed Amendments, holders of Common Stock and holders of Preferred Stock should consider the circumstances surrounding the Proposed Amendments, including the background of the Proposed Amendments, and make their own independent analysis and determination regarding each of the Proposed Amendments. Questions and Answers that are Primarily Applicable to Holders of Common Stock Q: What effect will the Proposed Amendments have on the value of my Class A Common Stock? As noted above, our board of directors recommends that holders of the Class A Common Stock vote FOR each of the Proposed Amendments. Our board of directors believes that the adoption of the Proposed Amendments will have a positive effect on the company s overall capital structure, which will have a beneficial impact on holders of the Class A Common Stock. Q: Will the Class A Common Stock vote on the proposals separately from the Class B Common Stock? No. The shares of Class A Common Stock and Class B Common Stock will vote together on the proposals as a single class. Question and Answer that are Primarily Applicable to Holders of Preferred Stock Q: Will anything happen to my Preferred Stock if the Proposed Amendments are adopted? Yes. The Proposed Amendments will amend certain of the rights and privileges of the Preferred Stock. The Proposed Amendments will cause the automatic and mandatory conversion of each issued and outstanding share of Preferred Stock into 2.80 shares of Class A Common Stock of the company, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective. The Proposed Amendments will also change the conversion ratio for optional conversions of shares of Preferred Stock to 2.80 shares of Class A Common Stock of the company for each share of Preferred Stock. Therefore, if the Preferred Stock is delisted from Nasdaq, the 2

9 mandatory conversion provision contained in the Proposed Amendments will cause the Preferred Stock to no longer be outstanding following conversion into Class A Common Stock. On August 21, 2015, the company received a deficiency notice from Nasdaq stating that the Preferred Stock did not meet the standards for continued listing on Nasdaq. The notice provided that the Preferred Stock would be delisted unless the deficiency was cured by February 17, The company expects that the deficiency will not be timely cured and that the Preferred Stock will be delisted in the weeks following February 17, The Company does not intend to challenge any such delisting. In addition, the company currently has the right to deregister the Preferred Stock under Section 12(b) of the Securities Exchange Act and may exercise such right after the Proposed Amendments have been adopted. A deregistration under Section 12(b) would also result in a delisting of the Preferred Stock. You should carefully read the sections of this Proxy Statement relating to the Proposed Amendments to determine whether to submit a proxy or vote your shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments. See Proposals 1 and 2: Approval of Proposed Amendments and Appendix 1. General Questions and Answers Q: When and where is the special meeting? The special meeting will be held on February 17, 2016 at 10:00 a.m., local time, at our headquarters, One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana Q: What is Notice and Access and why did the company elect to use it? We are making the proxy solicitation materials available to shareholders who hold shares in street name electronically, via the Internet, under the Notice and Access rules and regulations of the Securities and Exchange Commission (the SEC ). On or about January 8, 2016, we will mail to such shareholders a Notice of Internet Availability of Proxy Materials (the Notice ) in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about January 6, The Notice includes information on how to access and review the proxy materials and how to vote via the Internet. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. Shareholders may request to receive proxy materials in printed form by mail or electronically by on an ongoing basis, at no charge. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you and reduce our environmental impact. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our Special Meeting. Shareholders who received the Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials. If you would like to request a copy of the proxy materials or have further questions regarding Notice and Access, please visit or contact our Investor Relations Department by at ir@emmis.com or toll-free by phone at (866) Q: What will be voted on at the special meeting? Holders of Common Stock and holders of Preferred Stock will vote on each of the proposals to approve the Proposed Amendments. The special meeting will also allow the transaction of any other business that may properly come before the special meeting and any adjournments or postponements of the special meeting. Q: Who is entitled to vote at the special meeting? Only holders of record of our Common Stock or Preferred Stock at the close of business on December 10, 2015 are entitled to notice of and to vote at the special meeting and any adjournments or postponements of the special meeting. As of December 1, 2015, 41,114,139 shares of Class A Common Stock and 4,569,464 shares of 3

10 Class B Common Stock were issued and outstanding. As of December 1, 2015, there were no shares of Class C Common Stock issued or outstanding. As of December 1, 2015, there were 866,319 shares of Preferred Stock issued and outstanding. Q: How do I vote? You may attend the special meeting and vote in person, or you can vote by proxy. To vote by proxy, sign and date each proxy card you receive and return it in the prepaid envelope. If you return your signed proxy card but do not indicate your voting preferences, we will vote on your behalf FOR the proposals to adopt the Proposed Amendments. If you mark abstain on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. You have the right to revoke your proxy at any time before the meeting by either notifying our corporate secretary or returning a later-dated proxy. You may also revoke your proxy by voting in person at the special meeting. If you hold your shares through a broker, you should contact your broker to determine the procedure by which you can vote on these proposals. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the meeting. Q: If my shares are held in street name by my broker, will my broker vote my shares for me? Your broker will vote your shares only if you provide written instructions on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Q: What does it mean if I get more than one proxy card? If you receive more than one proxy card, it means you hold shares registered in more than one account or may hold more than one class of shares. Sign and return ALL proxy cards to ensure that all your shares are voted. Q: What are the voting rights of the Class A Common Stock and the Class B Common Stock? For all matters to be addressed at the special meeting, each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. In this case, the Class A and Class B Common Stock vote together as a single class. Q: What are the voting rights of the Preferred Stock? Each share of the Preferred Stock is entitled to one vote, voting separately as a class, with respect to each of Proposals 1 and 2. The Preferred Stock has no voting rights with respect to any other matter that might come up at the special meeting. Q: Who will count the votes? Representatives of Broadridge Financial Solutions, Inc. will count the votes. Q: What constitutes a quorum? A majority of the combined voting power of the outstanding Class A and Class B Common Stock, and a majority of the voting power of the Preferred Stock, entitled to vote at the meeting constitutes a quorum for the special meeting (i.e., counting one vote for each share of outstanding Class A Common Stock, ten votes for each share of outstanding Class B Common Stock and one vote for each share of outstanding Preferred Stock, present in person or represented by proxy). No additional quorum requirements apply to matters on which the holders of Class A and Class B Common Stock will vote together as a single class. 4

11 Q: What do I need to do now? First, read this Proxy Statement carefully. Then, you should complete, sign and mail your proxy card in the enclosed return envelope as soon as possible. Q: How can I change my vote? You may revoke your proxy at any time before it is exercised by: sending in a later-dated, signed proxy card or a written revocation before the special meeting; or attending the special meeting and voting in person (your attendance at the special meeting will not in and of itself constitute a revocation of your proxy). Any written notice of revocation, or later-dated proxy, should be delivered to: Emmis Communications Corporation One Emmis Plaza 40 Monument Circle Indianapolis, Indiana Attention: J. Scott Enright, Secretary Alternatively, you may hand deliver a written revocation notice, or a later-dated proxy, to the Secretary at the special meeting before we begin voting. If your shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote. Q: How can I obtain directions to attend the special meeting in person? If you need directions to the location of the special meeting, please contact our Investor Relations Department by at ir@emmis.com or toll-free by phone at (866) Q: What do I do if I have additional questions? If you have any questions prior to the special meeting, please contact our Investor Relations Department by at ir@emmis.com or toll-free by phone at (866)

12 SUMMARY OF THE PROXY SOLICITATIONS The following is a summary of certain aspects of the Proxy Solicitations. Please refer to Proposals 1 and 2: Approval of the Proposed Amendments for complete information regarding the terms of the Proxy Solicitations. Special Meeting Recommendation for the Proposed Amendments Record Date Preferred Stock; Proposed Amendments The special meeting of the shareholders of Emmis Communications Corporation will be held on February 17, 2016 at 10:00 a.m., local time, at our headquarters, One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana The shareholders of the company will consider the Proposed Amendments at the special meeting. A copy of the amended and restated Exhibit A to the Articles of Incorporation, which shows the changes that would result from the Proposed Amendments, is attached to this Proxy Statement as Appendix 1, with deletions indicated by strikeouts and additions indicated by underlining. Shareholders should read Appendix 1 in its entirety. The board of directors has determined that the Proposed Amendments will have a positive effect on the company s overall capital structure, which will have a beneficial impact on holders of the Common Stock as well as holders of Preferred Stock. In addition, the Proposed Amendments are being proposed as contemplated by the Settlement and Release Agreement, as agreed with the Preferred Group. Accordingly, the board of directors is making a recommendation that holders of the Common Stock vote FOR each of the Proposed Amendments and that holders of the Preferred Stock vote FOR each of the Proposed Amendments. Holders of record of Class A Common Stock, Class B Common Stock and/or Preferred Stock as of December 10, 2015 will be entitled to vote those shares of stock at the special meeting. We are soliciting proxies from holders of record as of December 10, 2015 of the Preferred Stock to vote at the special meeting in favor of the following Proposed Amendments: (i) to add a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock. The implementation of each proposal is conditioned on shareholder approval of the other proposal. The affirmative vote of holders of at least 2/3 of the outstanding shares of Preferred Stock in favor of each of the Proposed Amendments will be required in order to adopt each of the Proposed Amendments. Holders of Preferred Stock must submit proxies in the Proxy Solicitation in order to vote in favor of the Proposed Amendments. Pursuant to the Settlement and Release Agreement, the Preferred Group, which held, as of December 1, 2015, approximately 80% of the outstanding shares of Preferred Stock, agreed to vote their shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments. 6

13 Common Stock We are also soliciting proxies from holders of record as of December 10, 2015 of Class A and Class B Common Stock, voting together as a single class, to vote at the special meeting in favor of the Proposed Amendments, as described under Summary of the Proxy Solicitations Preferred Stock. The implementation of each proposal is conditioned on shareholder approval of the other proposal. The holders of Common Stock, voting together as a single class, casting more votes in favor than against each of the Proposed Amendments, assuming a quorum is present, with the shares of Class B Common Stock being entitled to ten votes per share, will be required in order to approve each of the Proposed Amendments. Abstentions and Broker Non-Votes Required Vote in order to Adopt the Proposed Amendments If you mark abstain on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. If your Common Stock or Preferred Stock are held in street name or through nominees, brokers and other nominees will not be permitted to vote on the Proposed Amendments unless instructed by you since the Proposed Amendments are not routine matters for purposes of the Nasdaq rules. Proxies submitted by brokers and other nominees who do not indicate a vote for the proposals because the holders do not have discretionary voting authority and have not received instructions from the beneficial owners on how to vote on those proposals are called broker non-votes. Abstentions and broker non-votes will not affect the voting on the Proposed Amendments for shares of Class A and Class B Common Stock, but will have the same effect as voting against the Proposed Amendments for shares of Preferred Stock. In order to adopt the Proposed Amendments, the requisite vote of holders of both the Preferred Stock and the Common Stock, as described above, will be required. The company entered into the Settlement and Release Agreement, dated as of December 3, 2015, with the Preferred Group. As of December 1, 2015, the Preferred Group had the right to vote 695,108 outstanding shares of Preferred Stock, representing approximately 80% of the outstanding Preferred Stock. Under the Settlement and Release Agreement, the Preferred Group has agreed to direct the vote of these shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Preferred Stock. As of December 1, 2015, Mr. Jeffrey H. Smulyan, Chairman, Chief Executive Officer and President of the company, directly or indirectly owns shares of Common Stock entitling him to cast approximately 53.2% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Settlement and Release Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposals to approve the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Common Stock. Revocation of Proxies You may change your vote if you send in a later-dated, signed proxy card or a written revocation with respect to your Common Stock or Preferred Stock, as applicable, prior to the special meeting. You can also attend the special meeting and vote in person or hand deliver a 7

14 written revocation notice, or a later-dated proxy, at the special meeting before voting commences. 8

15 FORWARD-LOOKING STATEMENTS This Proxy Statement includes or incorporates forward-looking statements, as defined in the Securities and Exchange Act of 1934, as amended (the Exchange Act ). You can identify these forward-looking statements by our use of words such as intend, plan, may, will, project, estimate, anticipate, believe, expect, continue, potential, opportunity and similar expressions, whether in the negative or affirmative. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others: general economic and business conditions; fluctuations in the demand for advertising and demand for different types of advertising media; our ability to service our outstanding debt; competition from new or different media and technologies; loss of key personnel; increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market; our ability to attract and secure programming, on-air talent, writers and photographers; inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control; increases in the costs of programming, including on-air talent; new or changing regulations of the Federal Communications Commission or other governmental agencies; fluctuations in the market prices of our equity or debt securities; changes in radio audience measurement methodologies; war, terrorist acts or political instability; and other factors mentioned in documents filed by the company with the SEC. In addition, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise. 9

16 PROPOSALS 1 AND 2: APPROVAL OF THE PROPOSED AMENDMENTS Background The company and certain of its officers and directors were named as defendants in a lawsuit filed April 16, 2012 by certain holders of Preferred Stock (the Preferred Group) in the United States District Court for the Southern District of Indiana entitled Corre Opportunities Fund, LP, et al. v. Emmis Communications Corporation, et al. The plaintiffs alleged, among other things, that the company and the other defendants violated various provisions of the federal securities laws and breached fiduciary duties in connection with the company s entry into total return swap agreements and voting agreements with certain holders of Preferred Stock other than the Preferred Group, as well as by issuing shares of Preferred Stock to the company s 2012 Retention Plan and Trust (the Trust ) and entering into a voting agreement with the trustee of the Trust. The plaintiffs also alleged that the company violated certain provisions of Indiana corporate law by directing the voting of the shares of Preferred Stock subject to the total return swap agreements (the Swap Shares ) and the shares of Preferred Stock held by the Trust (the Trust Shares ) in favor of certain proposed amendments to the company s Articles of Incorporation (the 2012 Amendments ). The company filed an answer denying the material allegations of the complaint, and filed a counterclaim seeking a declaratory judgment that the company could legally direct the voting of the Swap Shares and the Trust Shares in favor of the 2012 Amendments. On August 31, 2012, the U.S. District Court denied the plaintiffs request for a preliminary injunction. The 2012 Amendments, which had been approved by the company s board of directors in March 2012, were approved by the shareholders on September 4, 2012 and went into effect. Plaintiffs subsequently filed an amended complaint seeking monetary damages and dismissing all claims against the individual officer and director defendants. On February 28, 2014, the U.S. District Court issued a ruling in favor of the company on all counts. In March 2014, the plaintiffs filed with the U.S. Court of Appeals for the Seventh Circuit an appeal of the U.S. District Court's decision. The U.S. Court of Appeals for the Seventh Circuit heard oral arguments in this case on December 5, 2014, and on July 2, 2015, unanimously affirmed the U.S. District Court's ruling. On August 21, 2015, the company received a deficiency notice from Nasdaq stating that the market value of publicly held shares of Preferred Stock had been less than the minimum $1 million for more than 30 consecutive business days, resulting in a deficiency with regard to Nasdaq s continued listing requirements. The deficiency notice gave the company until February 17, 2016 in which to regain compliance. The company expects that the deficiency will not be timely cured and that the Preferred Stock will be delisted in the weeks following February 17, The Company does not intend to challenge any such delisting. In addition, the company currently has the right to deregister the Preferred Stock under Section 12(b) of the Securities Exchange Act and may exercise such right after the Proposed Amendments have been adopted. A deregistration under Section 12(b) would also result in a delisting of the Preferred Stock. The Preferred Group entered into the Settlement and Release Agreement, dated as of December 3, 2015, with the company with respect to all claims with respect to the above-described lawsuit. Among other things, under the Settlement and Release Agreement, the company agreed to propose the Proposed Amendments, and the members of the Preferred Group agreed to vote their shares of Preferred Stock in favor of the Proposed Amendments. The Proposed Amendments The holders of Class A Common Stock and Class B Common Stock, voting together as a single class, and the holders of Preferred Stock, voting as a separate class, will be asked to consider and to vote on the each of the following proposals to amend the terms of the Preferred Stock that are set forth in our Articles of Incorporation: (i) to add a provision that will cause a mandatory conversion of all issued and outstanding shares of Preferred Stock into Class A Common Stock of the company at a ratio of 2.80 shares of Class A Common Stock for each share of Preferred Stock, effective as of the fifth business day after any delisting of the Preferred Stock from Nasdaq is effective and (ii) to change the conversion ratio for optional conversions of shares of Preferred Stock into Class A Common Stock to 2.80 shares of Class A Common Stock for each share of Preferred Stock. 10

17 The implementation of each proposal is conditioned on shareholder approval of the other proposal. If the Proposed Amendments are both approved by the holders of Common Stock and the holders of Preferred Stock as described above, the company will file Articles of Amendment to the Articles of Incorporation that will amend and restate Exhibit A to the Articles of Incorporation to give effect to the Proposed Amendments. A copy of the amended and restated Exhibit A to the Articles of Incorporation, which shows the changes that would result from the Proposed Amendments, is attached to this Proxy Statement as Appendix 1, with deletions indicated by strikeouts and additions indicated by underlining. Existing Terms of the Preferred Stock Each share of Preferred Stock is currently convertible into a number of shares of Class A Common Stock of the company, which is determined by dividing the liquidation preference of the share of Preferred Stock ($50.00 per share) by the conversion price. The conversion price is $20.495, which results in a conversion ratio of approximately 2.44 shares of Class A Common Stock per share of Preferred Stock. The company may redeem the Preferred Stock for cash at 100% of the liquidation preference per share, which totaled $43.3 million as of December 1, The 2012 Amendments, among other things, canceled Preferred Stock undeclared dividends and changed the designation of Preferred Stock from cumulative to non-cumulative. Non-cumulative dividends of 6.25% per annum on the $50.00 liquidation price per share of the Preferred Stock will be payable if declared by the company s board of directors. The company s board of directors has not declared any dividends on the Preferred Stock for any of the dividend periods since the adoption of the 2012 Amendments, and it is not expected to do so in the foreseeable future. With respect to distributions upon the liquidation, winding-up or dissolution of the company, the Preferred Stock ranks senior to all classes of Common Stock to the extent of the $50.00 liquidation preference. On May 2, 2013, the company s board of directors approved a repurchase program for the Preferred Stock, under which the company may repurchase up to $0.5 million in aggregate purchase price of its Preferred Stock commencing May 9, During the year ended February 28, 2014, the company purchased 8,650 shares of Preferred Stock at a weighted average price of $12.38 per share. The company has not repurchased any Preferred Stock since the year ended February 28, Certain Effects of the Proposed Amendments Once the Proposed Amendments are effective, the holders of Preferred Stock will be entitled to convert their shares of Preferred Stock into shares of Class A Common Stock at a rate of 2.80 shares of Class A Common Stock for each share of Preferred Stock at any time at the option of the holder. In addition, on the fifth business day after any delisting of the Preferred Stock by Nasdaq has become effective, each outstanding share of the Preferred Stock will be automatically converted into 2.80 shares of Class A Common Stock per share of Preferred Stock. Any accumulated but undeclared dividends on such Preferred Shares are automatically cancelled upon any such conversion. The 2.80 share conversion ratio of the Preferred Stock arises from an initial conversion price of $ per share of Preferred Stock and is subject to adjustment. The Proposed Amendments will not amend the conversion price adjustment provisions in the Articles of Incorporation. The consideration payable in such transactions to the holders of Preferred Stock would, following the effectiveness of the Proposed Amendments, be calculated on an as-converted basis (based on the same conversion price of $ per share of Preferred Stock and subject to the conversion price adjustments set forth in the Articles of Incorporation). If the mandatory conversion is completed, the Preferred Stock will cease to be outstanding. Based on the 41,114,139 shares of Class A Common Stock outstanding as of December 1, 2015, the Preferred Stock is convertible into 2,113,489 shares of Class A Common Stock, which would represent approximately 4.9% of the outstanding shares of Class A Common Stock on an as-converted basis. Following the implementation of the Proposed Amendments, the Preferred Stock will be convertible into 2,425,693 shares of Class A Common Stock, which would represent approximately 5.6% of the outstanding shares of Class A Common Stock on an as-converted basis. The company expects that any reverse split of the Class A Common Stock that it may contemplate would not affect the number of shares to be issued pursuant to the conversion of the Preferred Stock because the mandatory conversion of the Preferred Stock (as a result of the delisting of the Preferred Stock) will occur prior to the implementation of any such reverse stock split. 11

18 Recommendation of the Board of Directors Our board of directors has determined that the Proposed Amendments will have a positive effect on the company s overall capital structure, which will have a beneficial impact on holders of the Common Stock as well as holders of Preferred Stock. In addition, the Proposed Amendments are being proposed as contemplated by the Settlement and Release Agreement, as agreed with the Preferred Group. Accordingly, the board of directors is making a recommendation that holders of the Common Stock vote FOR each of the Proposed Amendments and that holders of the Preferred Stock vote FOR each of the Proposed Amendments. Nonetheless, in considering the Proposed Amendments, holders of Common Stock and holders of Preferred Stock should consider the circumstances surrounding the Proposed Amendments, including the background of the Proposed Amendments and make their own independent analysis and determination regarding each of the Proposed Amendments. Voting by Certain Shareholders On December 3, 2015 the company entered into the Settlement and Release Agreement with the Preferred Group. As of December 1, 2015, the Preferred Group had the right to vote 695,108 outstanding shares of Preferred Stock, representing approximately 80% of the outstanding Preferred Stock. Under the Settlement and Release Agreement, the Preferred Group has agreed to direct the vote of these shares of Preferred Stock in favor of the proposals to adopt the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Preferred Stock. As of December 1, 2015, Mr. Jeffrey H. Smulyan, Chairman, Chief Executive Officer and President of the company, directly or indirectly owns shares of Common Stock entitling him to cast approximately 53.2% of the votes able to be cast by holders of Common Stock at the special meeting. Under the Settlement and Release Agreement, Mr. Smulyan has agreed to vote his shares of Common Stock in favor of the proposals to approve the Proposed Amendments, so both of the proposals are expected to be approved by the requisite holders of the Common Stock. Record Dates, Quorum and Required Vote Holders of record of Class A Common Stock, Class B Common Stock and/or Preferred Stock as of December 10, 2015 will be entitled to vote those shares of stock at the special meeting. As of December 1, 2015, 41,114,139 shares of Class A Common Stock and 4,569,464 shares of Class B Common Stock were issued and outstanding. As of December 1, 2015, there were no shares of Class C Common Stock issued or outstanding. As of December 1, 2015, there were 866,319 shares of Preferred Stock issued and outstanding. A majority of the combined voting power of the outstanding Class A and Class B Common Stock, and a majority of the combined voting power of the Preferred Stock entitled to vote at the special meeting, constitutes a quorum (i.e., counting one vote for each share of outstanding Class A Common Stock, ten votes for each share of outstanding Class B Common Stock and one vote for each share of outstanding Preferred Stock, present in person or represented by proxy). No additional quorum requirements apply to matters on which the holders of Class A and Class B Common Stock will vote together as a single class. Each of the proposals to adopt the Proposed Amendments requires: the holders of Common Stock, voting together as a single class, casting more votes in favor than against the Proposed Amendments, assuming a quorum is present, with the shares of Class B Common Stock being entitled to ten votes per share, and the affirmative votes of holders of at least 2/3 of the outstanding Preferred Stock, voting as a separate class. 12

19 The implementation of each proposal is conditioned on shareholder approval of the other proposal. If you mark abstain on your proxy card, your shares will be counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not affect the calculation of votes cast on the proposal for shares of Class A and Class B Common Stock, but will count as a negative vote with respect to shares of Preferred Stock. Revocation of Proxies You may revoke your proxy at any time before it is exercised by: sending in a later-dated, signed proxy card or a written revocation before the special meeting; or attending the special meeting and voting in person (your attendance at the special meeting will not in and of itself constitute a revocation of your proxy). Any written notice of revocation, or later-dated proxy, should be delivered to: Emmis Communications Corporation One Emmis Plaza 40 Monument Circle Indianapolis, Indiana Attention: J. Scott Enright, Secretary Alternatively, you may hand deliver a written revocation notice, or a later-dated proxy, to the Secretary at the special meeting before we begin voting. If your shares are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote. 13

20 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES The following is a summary of the material U.S. federal income tax consequences of the Proposed Amendments. This summary addresses only shareholders that hold shares of our Preferred Stock as capital assets, as defined in the Internal Revenue Code of 1986, as amended (the Code ). The following is not an exhaustive discussion of all possible U.S. federal income tax considerations relating to the Proposed Amendments. It does not address shareholders subject to special rules, such as financial institutions, real estate investment trusts, regulated investment companies, tax-exempt organizations, insurance companies, partnerships, dealers in securities, traders who elect to use the mark-to-market method of accounting, mutual funds, qualified retirement plans, individual retirement accounts, shareholders who are not U.S. persons for federal income tax purposes, shareholders that hold the shares of our Preferred Stock as part of a straddle, hedge or conversion transaction, shareholders who are subject to the alternative minimum tax provisions of the Code and shareholders that acquired their shares of our Preferred Stock pursuant to the exercise of employee stock options or otherwise as compensation for services. In addition, it does not address tax consequences under state, local, foreign or other laws. This summary is based upon provisions of the Code and Treasury regulations, published Internal Revenue Service (the IRS ) rulings and judicial decisions as of the date hereof. These authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. We have not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the consequences of the Proposed Amendments. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. Each shareholder is urged to consult his, her or its own tax advisor as to the tax consequences of the Proposed Amendments. Material Tax Consequences of the Proposed Amendments to Holders of Preferred Stock The implementation of the Proposed Amendments is expected to result in a deemed exchange of Preferred Stock for U.S. federal income tax purposes. Such exchange is intended to constitute a reorganization within the meaning of Section 368 of the Code. The implementation of the Proposed Amendments may also qualify as a taxfree exchange under Section 1036 of the Code. Accordingly, the company will not recognize any gain or loss as a result of the implementation of the Proposed Amendments, and a holder of our Preferred Stock should not recognize any gain or loss as a result of the implementation of the Proposed Amendments. A holder s aggregate tax basis in its post-amendment shares of our Preferred Stock should be equal to its aggregate tax basis in its pre-amendment shares of our Preferred Stock, and the holding period of its post-amendment shares of our Preferred Stock received should include the holding period of its pre-amendment shares of our Preferred Stock. The conversion of Preferred Stock into Class A Common Stock pursuant to a mandatory conversion (a Conversion ) is intended to constitute a reorganization within the meaning of Section 368 of the Code. Accordingly, the company will not recognize any gain or loss as a result of a Conversion, and a holder of our Preferred Stock should not recognize any gain or loss as a result of a Conversion. A holder s aggregate tax basis in its post-conversion shares of our Class A Common Stock should be equal to its aggregate tax basis in its pre- Conversion shares of our Preferred Stock, and the holding period of its post-conversion shares of our Class A Common Stock received should include the holding period of its pre-conversion shares of our Preferred Stock. If you receive cash in lieu of any fractional shares in a Conversion and continue to hold Class A Common Stock immediately after the Conversion, you will be treated as if you received such fractional shares in the Conversion and then had such fractional shares redeemed by the company for cash. In determining whether you continue to hold Class A Common Stock immediately after the Conversion, you will be treated as owning shares actually or constructively owned by certain individuals and entities related to you. Depending on your particular situation, the distribution of cash in redemption of your fractional shares will either be treated as a payment in exchange for your stock or as a dividend. If the distribution of cash is treated as a payment in exchange for your stock, you generally will recognize capital gain or loss in amount equal to the excess of the amount of cash received over your adjusted tax basis in the fractional shares deemed redeemed. The distribution of cash will be treated as a payment in exchange for your stock provided that your receipt of cash either (i) is not essentially equivalent to a dividend with respect to you or (ii) is a substantially disproportionate redemption of stock with respect to you. You will satisfy the not essentially equivalent to a 14